As approved: April 1, 1999


                                     BY-LAWS
                                       OF
                           WINMILL & CO. INCORPORATED



ARTICLE I - Stockholders 

1.1         Place of Meetings.

            All meetings of  stockholders  shall be held at such place within or
without  the State of  Delaware  as may be  designated  from time to time by the
Board of Directors or by the affirmative  vote or written consent of the holders
of a majority of the shares of the Class B Common Stock.

1.2         Annual Meeting.

            The annual meeting of Class B Common  stockholders  for the election
of directors and for the  transaction  of such other business as may properly be
brought  before the  meeting  shall be held on the first  Tuesday of March or on
such other date as may be fixed by the Board of Directors or by the  affirmative
vote or written  consent of the  holders of a majority  of the shares of Class B
Common Stock.

1.3         Special Meetings.

            Special  meetings of  stockholders  may be called at any time by the
Board of  Directors  or at the request of a majority of the Class B common stock
issued  and  outstanding.  A notice or waiver of notice of a meeting  of Class B
stockholders need not specify the purposes of the meeting.

1.4         Notice of Meetings. 

            Except as otherwise  provided by law, written notice of each meeting
of stockholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder  entitled to vote at such meeting unless
waived by such  stockholder.  The notices of all meetings shall state the place,
date and hour of the meeting  and the purpose or purposes  for which the meeting
is called. If mailed,  notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

1.5         Voting List.

            The  officer who has charge of the stock  ledger of the  corporation
shall prepare, at least 10 days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at

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the meeting,  arranged in  alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting,  during  ordinary  business hours, at a place within the
city where the meeting is to be held.  The list shall also be produced  and kept
at the time and place of the meeting  during the whole time of the meeting,  and
may be inspected by any stockholder who is present.

1.6         Quorum.

            Except  as   otherwise   provided  by  law,   the   Certificate   of
Incorporation  or these By-Laws,  the holders of a majority of the shares of the
common stock of the  corporation  issued and outstanding and entitled to vote at
the  meeting,  present in person or  represented  by proxy,  shall  constitute a
quorum for the  transaction of business,  or if there are two or more classes of
stock  entitled  to vote as  separate  classes,  then with  respect to each such
class,  the  holders of a majority  of the shares of such class of common  stock
issued and outstanding and entitled to vote at the meeting, present in person or
represented  by proxy,  shall  constitute  a quorum for the  transaction  of any
business to be voted on separately by such stockholders as a class.

1.7         Adjournments.

            Any meeting of  stockholders  may be adjourned to any other time and
to any other  place at which a meeting of  stockholders  may be held under these
By-Laws by the  stockholders  present or represented at the meeting and entitled
to vote,  although less than a quorum, or, if no stockholder is present,  by any
officer entitled to preside at or to act as Secretary of such meeting.  It shall
not be necessary to notify any  stockholder  of any  adjournment of less than 30
days if the time and place of the adjourned meeting are announced at the meeting
at which adjournment is taken, unless after the adjournment a new record date is
fixed for the adjourned meeting.  At the adjourned meeting,  the corporation may
transact any business which might have been transacted at the original meeting.

1.8         Voting and Proxies.

            Except  as   otherwise   provided  by  law,   the   Certificate   of
Incorporation or these By-Laws,  each stockholder  entitled to vote at a meeting
shall have one vote for each share of stock held of record by such  stockholder.
Each stockholder of record entitled to vote at a meeting of stockholders,  or to
express consent or dissent to corporate action in writing without a meeting, may
vote or express  such  consent or  dissent  in person or may  authorize  another
person  or  persons  to vote or act for him by  written  proxy  executed  by the
stockholder  or his  authorized  agent and  delivered  to the  Secretary  of the
corporation.  No such proxy shall be voted or acted upon after one year from the
date of its execution, unless the proxy expressly provides for a longer period.

1.9         Action at Meeting. 

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            When a quorum is present at any  meeting,  the holders of a majority
of the stock present or represented  and voting on a matter (or if there are two
or more classes of stock entitled to vote as separate classes,  then in the case
of each such class, the holders of a majority of the stock of that class present
or represented  and voting on a matter) shall decide any matter to be voted upon
by the stockholders at such meeting, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these By-Laws. Any
election by stockholders shall be determined by a plurality of the votes cast by
the stockholders entitled to vote at the election.

1.10        Action without Meeting. 

            Any  action  required  or  permitted  to be taken at any  annual  or
special  meeting  of  stockholders  of the  corporation  may be taken  without a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the  minimum  number of votes that  would be  necessary  to
authorize or take such action at a meeting at which all shares  entitled to vote
on such action were present and voted.  Prompt notice of the taking of corporate
action without a meeting by less than unanimous  written  consent shall be given
to those stockholders who have not consented in writing.


ARTICLE 2 - Directors

2.1         General Powers.

            The business and affairs of the  corporation  shall be managed by or
under the direction of a Board of Directors,  who may exercise all of the powers
of the  corporation  except as  otherwise  provided by law, the  Certificate  of
Incorporation  or these  By-Laws.  In the  event of a  vacancy  in the  Board of
Directors,  the remaining  directors,  except as otherwise  provided by law, may
exercise the powers of the full Board until the vacancy is filled.

2.2         Number; Election; Tenure and Qualification.

            The number of directors which shall constitute the whole Board shall
be six, or such other number not less than three as shall be fixed by resolution
adopted by the affirmative  vote or written consent of the holders of a majority
of the Class B Common  Stock.  Each  director  shall be  elected  by the vote or
written  consent of the  holders of a majority  of the Class B Common  Stock and
shall hold office until the next annual  meeting of Class B common  stockholders
and until his successor is elected and  qualified,  or until his earlier  death,
resignation or removal.
Directors need not be stockholders of the corporation.

2.3         Vacancies.


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            Any vacancy in the Board of  Directors,  however  occurring,  may be
filled  only by the vote or written  consent of the holders of a majority of the
Class B Common Stock. A director  elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office,  and a director elected to fill
a position  resulting  from an  increase in the number of  directors  shall hold
office until the next annual  meeting of Class B common  stockholders  and until
his successor is elected and qualified, or until his earlier death,  resignation
or removal.

2.4         Resignation.

            Any director may resign by delivering his written resignation to the
corporation  at its principal  office to the attention of the Chairman or to the
Vice  Chairman  in the  absence  of the  Chairman.  Such  resignation  shall  be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.

2.5         Regular Meetings.

            Regular  meetings  of the  Board of  Directors  shall be held on the
first  Tuesday of the months of March,  June,  September,  and December  without
notice at such time and place,  either  within or without the State of Delaware,
as shall be  determined  from time to time by the Board of  Directors,  provided
that any director who is absent when such a determination is made shall be given
notice of the  determination.  A regular meeting of the Board of Directors shall
be held  without  notice  immediately  after and at the same place as the annual
meeting of Class B common stockholders.

2.6         Special Meetings.

            Special  meetings of the Board of Directors  may be held at any time
and place, within or without the State of Delaware,  designated in a call by the
Chairman of the Board or the President.

2.7         Notice of Special Meetings.

            Notice of any special  meeting of  directors  shall be given to each
director by the person or persons calling the meeting.  Notice shall be given to
each  director in person,  by  telephone  or by telegram to his business or home
address at least 48 hours in advance of the meeting, or by written notice mailed
to his business or home  address at least 72 hours in advance of the meeting.  A
notice or waiver of  notice  of a  meeting  of the Board of  Directors  need not
specify the purposes of the meeting.

2.8         Meetings by Telephone Conference Calls.

            Directors  or  any  members  of  any  committee  designated  by  the
directors  may  participate  in a  meeting  of the  Board of  Directors  or such
committee by means of conference telephone or

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similar communications  equipment by means of which all persons participating in
the  meeting  can  hear  each  other,  and  participation  by such  means  shall
constitute presence in person at such meeting.

2.9         Quorum.

            The  attendance of all of the directors then in office but one shall
be necessary to constitute a quorum at all meetings of the Board of Directors.

2.10        Action at Meeting.

            Unless a different  vote is  specified by law,  the  Certificate  of
Incorporation  or these  By-Laws,  at any meeting of the Board of  Directors  at
which a quorum is  present,  the vote of a majority  of those  present  shall be
sufficient to take any action.

2.11        Action by Consent.

            Any action  required or  permitted to be taken at any meeting of the
Board of  directors or of any  committee of the Board of Directors  may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing,  and the written  consents  are filed with the
minutes of proceedings of the Board or committee.

2.12        Removal.

            Any one or more or all of the  directors may be removed at any time,
with or  without  cause,  by the vote or  written  consent  of the  holders of a
majority of the Class B Common Stock then entitled to vote.

2.13        Committees.

            The Board of Directors may designate  one or more  committees,  each
committee  to consist of one or more of the  directors of the  corporation.  Any
such  committee,  to the  extent  provided  in the  resolution  of the  Board of
Directors so adopted and subject to the  provisions  of the General  Corporation
Law of the State of Delaware, shall make recommendations to and advise the Board
of Directors in the  management of the business and affairs of the  corporation.
Each such  committee  shall keep  minutes and make such  reports as the Board of
Directors  may from time to time  request.  Except as the Board of Directors may
otherwise determine, any committee may make its own rules for the conduct of its
business.

2.14        Compensation of Directors.


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            Directors may be paid such  compensation for their services and such
reimbursement  for expenses of  attendance at meetings as the Board of Directors
may from time to time  determine.  No such payment  shall  preclude any director
from serving the corporation or any of its parent or subsidiary  corporations in
any other capacity and receiving compensation for such service.


ARTICLE 3 - Officers

3.1         Enumeration.

            The officers of the corporation shall consist of a Chairman,  a Vice
Chairman, a President,  a Secretary,  a Treasurer,  and such other officers with
such other titles as the Board of Directors shall determine,  including  General
Counsel,  one or more  Vice  Presidents,  Assistant  Treasurers,  and  Assistant
Secretaries.  The Board of Directors  may appoint such other  officers as it may
deem appropriate.

3.2         Election.

            Officers  shall be appointed by the Board of Directors by resolution
passed by the Board of Directors and any office may be left vacant.

3.3         Qualification.

            The  Chairman  of the Board and Vice  Chairman of the Board shall be
directors. No officer need be a stockholder. Any two or more offices may be held
by the same person.

3.4         Tenure.

            Except  as  otherwise   provided  by  law,  by  the  Certificate  of
Incorporation  or by these  By-Laws,  each  officer  shall hold office until his
successor is elected and qualified,  unless a different term is specified in the
vote  choosing or appointing  him, or until his earlier  death,  resignation  or
removal.

3.5         Resignation and Removal.

            Any officer may resign by delivering his written  resignation to the
corporation at its principal  office or to the Chairman or the  President.  Such
resignation  shall be  effective  upon  receipt  unless  it is  specified  to be
effective  at some other time or upon the  happening  of some other  event.  The
Board of Directors may remove any officer with or without cause.

3.6         Chairman of the Board.


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            The Chairman shall preside at all meetings of the  stockholders  and
of the Board of Directors.

3.7         Vice-Chairman of the Board.

            The Vice-Chairman of the Board shall perform such duties and possess
such  powers as the  Chairman  or the Board of  Directors  may from time to time
prescribe.  In the absence of the Chairman of the Board, he shall preside at all
meetings of the stockholders and the Board of Directors.

3.8         President.

            The President shall be the Chief Executive  Officer  responsible for
the  overall  operating  policies  of the  corporation  and the Chief  Operating
Officer  responsible  for  the  day to day  operations  of  the  corporation  in
accordance with the operating policies established by the Chairman and the Board
of Directors.

3.9         Vice Presidents.

            Any Vice President shall perform such duties as the President or the
Board of Directors may from time to time  prescribe.  The Board of Directors may
assign to any Vice President the title of Executive Vice President,  Senior Vice
President or any other title selected by the Board of Directors.

3.10        Secretary and Assistant Secretaries.

            The Secretary  shall perform such duties and have such powers as are
incident to the office of the secretary,  including without  limitation the duty
and power to give notices of all meetings of stockholders  and special  meetings
of the Board of  Directors,  to  maintain a stock  ledger and  prepare  lists of
stockholders  and their  addresses  as  required,  to be  custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

            In the event of the  absence,  inability  or  refusal  to act of the
Secretary,  the  Assistant  Secretary  (or if there shall be more than one,  the
Assistant  Secretaries in the order  determined by the President or the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.

            In the absence of the  Secretary or any  Assistant  Secretary at any
meeting of stockholders or directors,  the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

3.11        Treasurer and Assistant Treasurers.

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                                                      As approved: April 1, 1999


            The Treasurer  shall perform such duties and have such powers as are
incident to the office of treasurer,  including without  limitation the duty and
power  to  keep  and  be  responsible  for  all  funds  and  securities  of  the
corporation,  to deposit funds of the  corporation in  depositories  selected in
accordance with these By-Laws, to disburse such funds as ordered by the Board of
Directors,  to make proper accounts of such funds,  and to render as required by
the President or the Board of Directors  statements of all such transactions and
of the financial condition of the corporation.

            In the event of the  absence,  inability  or  refusal  to act of the
Treasurer,  the  Assistant  Treasurer  (or if there shall be more than one,  the
Assistant  Treasurers  in the order  determined by the President or the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.

3.12        General Counsel and Associate General Counsels.

            The General  Counsel  shall perform such duties and have such powers
as are incident to the office of the General Counsel.

            In the event of the  absence,  inability  or  refusal  to act of the
General Counsel,  the Associate  General Counsel (or if there shall be more than
one, the Associate  General Counsels in the order determined by the President or
the Board of Directors)  shall perform the duties and exercise the powers of the
General Counsel.

3.13        Other Duties.

            Any officer  shall  perform such other duties as the  President or a
Co-President or the Board of Directors may from time to time prescribe.

3.14        Bonded Officers.

            The  Board  of  Directors  may  require  any  officer  to  give  the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the Board of Directors  upon such terms and  conditions  as the
Board of Directors  may  specify,  including  without  limitation a bond for the
faithful performance of his duties and for the restoration to the corporation of
all  property  in  his  possession  or  under  his  control   belonging  to  the
corporation.

3.15        Salaries.

            Officers of the  corporation  shall be  entitled  to such  salaries,
compensation or  reimbursement as shall be fixed or allowed from time to time by
the Board of Directors.


ARTICLE 4 - Capital Stock

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4.1         Issuance of Stock.

            The  whole or any part of any  unissued  balance  of the  authorized
capital  stock of the  corporation  or the  whole  or any  part of any  unissued
balance of the authorized  capital stock of the corporation held in its treasury
may be issued,  sold,  transferred or otherwise disposed of in accordance with a
resolution of the Board of Directors.

4.2         Certificates of Stock.

            Every holder of stock of the corporation shall be entitled to have a
certificate,  in such  form as may be  prescribed  by law  and by the  Board  of
Directors,  certifying  the  number  and  class  of  shares  owned by him in the
corporation.  Each such  certificate  shall be signed  by, or in the name of the
corporation  by,  the  Chairman  or  Vice-Chairman,  if  any,  of the  Board  of
Directors,  or the President or a  Co-President,  or a Vice  President,  and the
Treasurer or an Assistant  Treasurer or the Secretary or an Assistant  Secretary
of the  corporation.  Any or all of the signatures on the  certificate  may be a
facsimile.

            Each  certificate  for  shares  of stock  which are  subject  to any
restriction  on  transfer  pursuant to the  Certificate  of  Incorporation,  the
By-Laws,  applicable  securities  laws or any  agreement  among  any  number  of
shareholders and the corporation shall have  conspicuously  noted on the face or
back of the  certificate  either the full text of the restriction or a statement
of the existence of such restriction.

4.3         Transfer.

            Subject to the  restrictions,  if any,  stated or noted on the stock
certificates, shares of stock may be transferred on the books of the corporation
by the surrender to the  corporation  or its transfer  agent of the  certificate
representing   such  shares  properly  endorsed  or  accompanied  by  a  written
assignment  or power of  attorney  properly  executed,  and with  such  proof of
authority or the  authenticity  of signature as the  corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of  Incorporation  or by these  By-Laws,  the  corporation  shall be
entitled to treat the record  holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer,  pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-Laws.

4.4         Lost, Stolen or Destroyed Certificates.

            The  corporation  may issue a new stock  certificate in place of any
previously  issued  certificate  alleged to have been lost, stolen or destroyed,
upon  such  terms  and  conditions  as the  Board of  Directors  may  prescribe,
including the presentation of reasonable evidence of such loss,

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theft or destruction  and the giving of such indemnity as the Board of Directors
may require for the  protection  of the  corporation  or any  transfer  agent or
registrar.

4.5         Record Date.

            The Board of  Directors  may fix in advance a date as a record  date
for the  determination of the  stockholders  entitled to notice of or to vote at
any meeting of  stockholders  or to express  consent (or  dissent) to  corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such  meeting,  nor more than 60 days  prior to any other  action to
which such record date relates.  If no record date is fixed, the record date for
determining  stockholders entitled to notice of or to vote at a meeting shall be
at the close of business on the day before the day on which notice is given, or,
if notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for  determining  stockholders  entitled to
express consent to corporate action in writing without a meeting,  when no prior
action by the Board of  Directors  is  necessary,  shall be the day on which the
first written consent is expressed.

            A  determination  of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.


ARTICLE 5 - Indemnification

            The corporation  shall,  to the fullest extent  permitted by Section
145 of the General  Corporation Law of Delaware,  as that Section may be amended
and supplemented from time to time,  indemnify any director,  officer or trustee
which it shall have power to indemnify  under that Section against any expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article: (i) shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote of stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

            To assure indemnification under this Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries" of any employee benefit plan of the

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corporation  which may exist from time to time, such Section 145 shall,  for the
purposes of this Article, be interpreted as follows: an "other enterprise" shall
be  deemed  to  include  such  an  employee  benefit  plan,  including,  without
limitation, any plan of the corporation which is governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974", as amended from time
to time; the corporation  shall be deemed to have requested a person to serve an
employee  benefit plan where the performance by such person of his duties to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.


ARTICLE 6 - General Provisions

6.1         Fiscal Year.

            The  fiscal  year of the  corporation  shall  end on the 31st day of
December.

6.2         Corporate Seal.

            The corporate seal shall be in such form as shall be approved by the
Board of Directors.

6.3         Execution of Instruments.

            Any two of the Chairman,  Vice Chairman of the Board, the President,
and the  Treasurer  shall have power to execute and deliver on behalf and in the
name of the corporation any instrument requiring the signatures of an officer of
the  corporation  relating to any transaction in the ordinary course of business
of the  corporation,  or where the execution and delivery of an instrument shall
be expressly  delegated by the Board of  Directors to some other  officer(s)  or
agent(s) of the corporation.

6.4         Waiver of Notice.

            Whenever  any notice  whatsoever  is required to be given by law, by
the Certificate of  Incorporation  or by these By-Laws,  a waiver of such notice
either in writing signed by the person  entitled to such notice or such person's
duly authorized attorney, or by telegraph,  cable or any other available method,
whether before, at or after the time stated in such waiver, or the appearance of
such  person or persons at such  meeting in person or by proxy,  shall be deemed
equivalent to such notice.

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6.5         Voting of Securities.

            The  Chairman may waive notice of, and act as, or appoint any person
or persons to act as, proxy or  attorney-in-fact  for this corporation  (with or
without power of substitution) at any meeting of stockholders or shareholders of
any subsidiary,  affiliate or other corporation or organization,  the securities
of which may be held by this corporation.

6.6         Evidence of Authority.

            A certificate  by the  Secretary,  or an Assistant  Secretary,  or a
temporary Secretary,  as to any action taken by the stockholders,  directors,  a
committee or any officer or  representative  of the corporation  shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such
action.

6.7         Certificate of Incorporation.

            All references in these By-Laws to the Certificate of  Incorporation
shall be deemed to refer to the Certificate of Incorporation of the corporation,
as amended and in effect from time to time.

6.8         Transactions with Interested Parties.

            No contract or transaction  between the  corporation and one or more
of the  directors  or  officers,  or  between  the  corporation  and  any  other
corporation,  partnership,  association,  or other  organization in which one or
more of the directors or officers are directors or officers, or have a financial
interest,  shall be void or voidable  solely for this reason,  or solely because
the  director  or officer is present at or  participates  in the  meeting of the
Board of Directors or a committee of the Board of Directors which authorizes the
contract  or  transaction  or solely  because his or their votes are counted for
such purpose, if:

            (1) The material facts as to his  relationship or interest and as to
            the contract or transaction  are disclosed or are known to the Board
            of  Directors or the  committee,  and the Board or committee in good
            faith  authorizes  the contract or  transaction  by the  affirmative
            votes of a majority of the disinterested directors,  even though the
            disinterested directors be less than a quorum;

            (2) The material facts as to his  relationship or interest and as to
            the  contract  or  transaction  are  disclosed  or are  known to the
            stockholders   entitled  to  vote  thereon,   and  the  contract  or
            transaction  is  specifically  approved in good faith by vote of the
            stockholders; or


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                                                      As approved: April 1, 1999

            (3) The contract or transaction is fair as to the  corporation as of
            the time it is  authorized,  approved or  ratified,  by the Board of
            Directors,   a  committee  of  the  Board  of   Directors,   or  the
            stockholders.

            Common or  interested  directors may be counted in  determining  the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

6.9         Severability.

            Any  determination  that any  provision of these  By-Laws is for any
reason  inapplicable,  illegal or ineffective shall not affect or invalidate any
other provision of these By-Laws.

6.10        Pronouns.

            All pronouns  used in these  By-Laws shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person
or persons may require.


ARTICLE 7 - Amendments

            These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted only by the  affirmative  vote or written consent of the holders of a
majority of the shares of the Class B Common Stock.

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